Ohio Code 1782.46 – Partners or court may wind up affairs
(A) Except as otherwise provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners or a liquidating trustee approved by the limited partners as provided in the partnership agreement, may wind up the affairs of the limited partnership. Upon application of any partner or his legal representative or assignee , the court of common pleas may wind up the affairs of the limited partnership or may cause its affairs to be wound up by a liquidating trustee appointed by the court.
Terms Used In Ohio Code 1782.46
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- General partner: means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner. See Ohio Code 1782.01
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Liquidating trustee: means a person, other than a general partner but including a limited partner, who is carrying out the winding up of a limited partnership. See Ohio Code 1782.01
- Partner: means a limited or general partner. See Ohio Code 1782.01
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Partnership agreement: means any valid written or oral agreement of the partners as to the affairs of a limited partnership and the conduct of its business. See Ohio Code 1782.01
- Property: means real and personal property. See Ohio Code 1.59
- Prosecute: To charge someone with a crime. A prosecutor tries a criminal case on behalf of the government.
- Trustee: A person or institution holding and administering property in trust.
(B) Upon the dissolution of a limited partnership, the persons winding up the affairs of the limited partnership, in the name of and for and on behalf of the limited partnership, may do any or all of the following without affecting the liability of limited partners and without imposing the liability of a general partner on a liquidating trustee:
(1) Prosecute and defend any civil, criminal, or administrative suit;
(2) Gradually settle and close the business of the limited partnership;
(3) Dispose of and convey the property of the limited partnership;
(4) Discharge or make reasonable provisions for the liabilities of the limited partnership;
(5) Distribute to the partners any remaining assets of the limited partnership.